Rise of the Decepticons - Episode 2: The Nemesis Army Part 2
by Crystine Decepticon
Summary: Heroic Decepticons AU. Episode 2 in series: Rise of the Decepticons, part 2 of 3. As the battle to save Iacon continues, the Decepticons discover how the Nemesis Army was created.
1. Chapter 1

**Chapter 1**

Now under Prowl's command, the Autobots who had recently battled Straxus' drone army began to follow the trail of destruction that had been left behind by the marauding drove. As they neared Central Iacon, they could hear the sound of a multitude of drones growling and trudging their way through Iacon's city streets in their single-minded objective to reach the command post.

"At this rate, we won't reach the Command Center in time," Prowl informed them. He stopped to survey their surroundings. "We've got to find a way to stop them, somehow."

"Sir, allow me to create a decoy. I'll try to draw them away long enough for you to secure the Command Center," Optronix suggested.

Prowl considered his request, before nodding his approval. "Very well. Ricochet, go with him – but do not approach them, either of you," he advised, indicating towards the drones ahead in the distance. Then he turned to the rest of the Autobots. "The rest of you – make your way directly to the Command Center and secure it. Let's go!" he ordered, motioning to them as he began to pick his way through the debris as quickly as he could. As all the gathered Autobots began to follow Prowl's lead, Optronix and Ricochet remained behind, watching them go.

Ricochet turned to Optronix. "What's the plan?" he asked.

The cadet looked out across the landscape until his gaze settled upon a tall communications tower to the east. "I have an idea. Follow me. We must hurry," he replied, before transforming into his vehicle mode and then making his way towards the tower, gaining speed as he went.

"Whatever you say, Op," Ricochet said to himself, before he transformed into his alt mode and sped off after Optronix.

* * *

"Hope you don't mind me asking, but do you think Sentinel's going to give you the benefit of the doubt?" The Autobot stepped carefully over piles of rubble that littered the street, stopping every now and then to check his communications link. His pace was especially slow. "Name's Jazz, by the way."

"If he refuses to accept our help, it will be his loss, I can assure you," Megatron replied simply, remaining a few paces behind the Autobot. He was accompanied by five Decepticons; Starscream and his two trine mates, Skywarp and Thundercracker, Dirge, and Astrotrain.

"Oh, I know how stubborn he can get when it comes to Destrons," Jazz continued, shaking his head. "No offence, of course."

"We're _Decepticons_ ," Starscream corrected him, walking alongside the Autobot, and then stopped to point to an open cut in the Autobot's side. "You're losing energon – you need repairs."

Jazz looked down at his injury, noticing the pink fluid that visibly trickled down his right leg, but then shrugged it off. "Ah, I'll be all right, so long as I can make it back to the repair bay, I'll be fixed up as good as new." He began moving forward again, though the damage he had sustained was causing him to walk with a limp. "One of those things attacked me with an energized blade, just came right at me from behind – barely had time to jump out of the way, and then before I knew it we had a whole gang of them coming right at us…" Jazz trailed off, as the memory of his recent encounter with the drones replayed in his processor. Finally, he looked back at the six unfamiliar mechs. "So, you're the Decepticons, huh? There's been a bit of talk about you. From what I've heard, you've stirred up some trouble among the higher ups, if you know what I mean."

The Decepticon leader studied Jazz with reserved interest. "No doubt." Like the rest of his Decepticons, he wasn't sure whether the Autobots in Iacon would welcome their help without prejudice, or whether they would be faced with undue resistance. "We have come here to help stop the drones," he continued unperturbed.

Nevertheless, Jazz seemed to understand their reservations. "You're not sure whether coming here was the best thing to do, huh? Can't say I blame you." When none of them replied, he continued. "I'm sure things'll work out – believe me, they've got much bigger things to worry about right now," he said, indicating towards the Autobots in central Iacon.

They continued walking for a little while longer, until Jazz came to a stop at an elevated overpass and scanned the horizon. "I can't seem to get through to Iacon – my com link must be out of action," he informed them, and then pointed towards a domed structure in the distance. "You can try approaching Central Command directly. I'm only going to slow you down, and time's running out. Those drones are going to be crawling all over that place any klik now."

Megatron looked out towards the dome and nodded, as Astrotrain transformed into his shuttle mode without waiting to be asked, opening his side door. As the Decepticons stepped inside, Megatron indicated to Jazz. "You are welcome to join us," he said plainly.

Jazz hesitated for a moment. Normally, accepting help from Destrons – or, as the case may be, Decepticons – would have been a violation of command protocol; however, since the city-wide emergency alert had been declared, he was well within his rights to do whatever he deemed necessary in order to help stop the impending threat. "Don't mind if I do," he said warmly.

Once they were all aboard, the shuttle lifted into the air and started in the direction of the Iacon Command Center without delay.

* * *

Kup looked out over the sprawling expanse of Polyhex from inside the Autobot fighter jet Skyfire as the Darkmount fortress came into view below them. "Take us down – gently. Don't let them see you." Skyfire readjusted his power and pitch angle in preparation for a stealth landing, and safely cleared the deep canyon that encircled the stronghold. Kup turned to the two other Autobots who had been specially assigned to him for this mission: Mirage, an up-and-coming espionage specialist; and Guzzle, a tough foot soldier. The four of them had been chosen by Sentinel for a recon mission with the specific purpose of gaining information about the technology that Straxus had employed to create and power his drone army. Their mission would require them to get inside Darkmount's underground facility without being detected. "Alright, everyone; you all know what to do – and remember, no energy weapons against those things. Mirage?"

"Sir," the blue and white Autobot responded, standing at attention.

"You go first. We'll catch up as soon as you've secured the bridge," Kup continued, as Skyfire touched down beside a large, rocky outcropping.

"Sure thing, Sarge," Mirage responded, his expression smug. "Bye!" As Skyfire opened his canopy, the Autobot jumped out, and then simply vanished in mid-air.

"I don't think I'll ever get used to that," Kup said to himself, shaking his head.

"Think we're going to find any there?" Guzzle asked him, distracting his attention away from Mirage. "Those drones, I mean."

Kup looked back at Guzzle, and thought that the soldier shared the same attitudes and beliefs that he used to have when he had first joined the Autobot army. "I can't tell you that, Guzzle. But if there are, I've no doubt you're going to knock 'em dead."

* * *

"Deluge! Deluge, report to me at once!" The unmistakeable voice of the angered Destron war lord reverberated throughout the labyrinth of tunnels, his footsteps sending vibrations through the very foundations of the fortress. "Why are there no prisoners awaiting their glorious fate in my smelting pools?"

As he strode impatiently down the long hallway, a lone figure appeared from around the corner at the end of the hall. "My Lord."

"Ah, Deluge. I have been awaiting good news, but my patience is wearing thin." Straxus stopped, and watched as his chief scientist approached him.

"Yes, yes, of course. Good news… I have captured the leader of the Autobots–"

"Ah! That is good news, indeed! You please me greatly, Deluge," Straxus said, nodding in satisfaction. "You shall surely be rewarded for all your good deeds."

Deluge smiled in satisfaction, but said nothing. Instead, his mind was fully occupied on the task that lay before him. By the time the next stage of his plan was complete, the accomplishments he will have achieved would be absolutely glorious.

"Is the Prime ready to meet his death at my hands?" Straxus asked him expectantly.

The scientist hesitated, looking for the best way to reveal the next stage of his ingenious plan to the tyrant and hoping that he would still be pleased. "Ah, my Lord, if I may?" Straxus looked at him, expecting him to speak of death and suffering for their enemies, but the head scientist sought to offer the war lord an altogether different solution – one that he hoped would prove to be far more satisfying. "Our glorious Nemesis Army lacks a suitable leader. However, with your permission I can reprogram the Prime's Matrix of Leadership, and…"

A pleased expression suddenly appeared on Straxus' face, and he held up his battle axe in triumph. "Say no more, Deluge! Sentinel shall lead my new army."

"I'm glad you approve, my Lord," Deluge replied contentedly. "I shall begin the procedure at once."

"Your genius has once again spared you from a slow and agonizing death at my hands!" the war lord continued.

"You are indeed generous," the scientist replied, well aware that it was the closest Straxus would ever come to handing out praise to anyone.

* * *

Several hours passed, yet Sentinel's rage only continued to grow. Deluge had stolen his precious Matrix of Leadership – and, with it, his connection to the accumulated knowledge and wisdom of all the Primes who had gone before him – yet the despicable Destron had not taken away his will, or his determination to seek revenge upon his enemy. Strapped to the table as he was, he had no doubt that he would escape from this place relatively unharmed; his hand-picked team of elite Autobot warriors would be here any minute, and when they arrived Sentinel would have his revenge. But, until then, he had to remain patient, and keep that information to himself.

What concerned him more was whether he and his team would be able to recover his Matrix in time, before the Nemesis Army overtook Iacon.

Sentinel kept his gaze fixed upon Deluge as the scientist entered the laboratory, his casual shuffle belying his true arrogance.

"Ah, Sentinel Prime. I hope you've had ample time to think things through?" Deluge greeted him, as he moved around to one of the work benches and began to sift through an assortment of tools, offering Sentinel only a passing glance. The Matrix was nowhere in sight.

"I demand that you release me at once!" Sentinel reasserted, maintaining his authority. Deluge simply ignored him, so he tried again, his voice ominously low. "I will promise you this: by the time I'm through with you there will be nothing left but an empty head casing upon my wall, and your Nemesis Army shall be but a distant memory."

"Ah – here it is!" Deluge said out loud, holding up a precision laser cutter. Completely absorbed with his task, he did not seem to take any heed of Sentinel's threat at all. "Don't worry, it won't be long now, I promise you," he said to the Prime, his expression nothing but gleeful. Then he swiftly walked back across the room to the entranceway, stopping only briefly to speak once more. "Oh! Try to get some recharge – you're going to need all your strength after I've completed the procedure."

Sentinel spat at the scientist in anger, though the bright pink spot of fluid fell far short of its intended target, splattering on the floor beside him. "Imbecile!" he called out, though it only served to release some of his rage, as the scientist disappeared down the hallway, leaving him alone once again.


	2. Chapter 2

**Chapter 2**

Optronix reached the base of the communications tower and transformed back into robot mode even before he'd come to a complete stop. Then he began to climb the tall, thin structure, calling out to Ricochet. "There's a manual override at the top – I'm going to try to activate it."

The sharpshooter, having also transformed back to robot mode, stared up after the red, blue and white cadet before proceeding to follow his lead. "Oh, I get it. You're going to try to get the drones' attention by jamming their internal com frequency?" he shouted back. "I gotta admit, that's clever."

After a long pause, Optronix responded, raising his voice slightly so he could be heard by his companion below him. "I don't know if it will work, Ricochet, but I think it will be worth a try."

They continued to scale the tall structure, and a minute later they reached the top. The view from that height offered them a breathtaking panorama of Iacon and all its densely packed buildings, and they paused for a few moments to take in the sight.

Then Ricochet walked a short distance along the thin, circular walkway that surrounded the tall central antenna, and kneeled down to open the cover on the control bank. Flicking a couple of switches, he input a security code and then began to carefully adjust a tuning dial until he could pick up interference on his own internal com link, originating from the antenna that was looming directly above them. "Well, that ought to do it," he said, standing up and turning to his Autobot companion. With luck, the interference signal that was now being broadcast from the large antenna would disrupt the drones' inter-communications just as it did their own, to the point that they would begin to move directly away from the Command Center in their attempt to try and follow the source.

Optronix nodded affirmatively. "It _is_ an inconvenience, albeit a temporary one." The interference caused by the antenna would affect all mechs within its broadcast range.

"Hope it works," Ricochet said, as he looked out across the skyline.

They watched as the circle of drones that surrounded the Command Center down below began to move and break up, slowly at first but then with more determination.

"We can only hope," Optronix replied.

* * *

Jazz could see the entire city of Iacon Central and its surrounding suburbs sprawled out below as he looked out from Astrotrain's flight deck. The drones had formed a wide circle around the Command Center, and he could make out a group of Autobots as they attempted to find a path through the blockade of drones. However, they were vastly outnumbered by the enemy army.

He tried to contact the command post once again, but his signal continued to be completely unresponsive, and he shook his head in dismay, just as Astrotrain spoke up.

"I'm picking up some sort of interference."

"As am I," Starscream said, corroborating his report.

"Me, too," Dirge added, as Skywarp and Thundercracker both nodded in acknowledgement.

Jazz looked at them all in turn, and then peered back out towards the ground below. Unlike the others, he did not detect anything unusual and decided that the fault was definitely with his own internal receiver. "Nope; I'm getting nothing. Must be the damage I took from the drones…" He trailed off, and focused in on something unusual happening toward the east, atop the communications tower. "Hey, look – the interference you're all picking up must be coming from over there," he said, pointing.

Starscream walked over to stand beside him, following his indication. He studied the happening in central Iacon below for several long moments, watching as the drones that circled the Command Center began to gradually break up their formation and head towards the communications tower. He could just make out the distinct figures of two Autobots standing at the top of the structure, right at the base of the large antenna that pierced the sky. "Hm, looks like someone is creating a decoy to lure the drones away."

"Sure looks that way, doesn't it?" Jazz affirmed.

Megatron and the others walked over to the front view screen, and took a few moments to evaluate the situation. It was the first time that he had seen the army of drones for himself. "Such mindless creatures."

They all continued to watch with interest as the mass of drones now made its way steadily towards the communications tower, abandoning – at least temporarily – Iacon's command post as their immediate target. In their wake, the team of Autobots that had previously been unable to get past the drones successfully reached the Command Center.

"Astrotrain, take us down," Megatron finally said, and the triple changer immediately began his descent towards the Autobots' command post.

* * *

As Ricochet and Optronix watched the drone army below steadily approaching their tower, they were alerted to some sort of aircraft in the sky heading towards the Command Center to the west. They watched quietly as it began to descend through the air, until it stopped above the command post, hovering. They could see that Prowl and the rest of the Autobots had managed to reach the command post, and were gathered directly in front of it.

"That a Destron craft?" Ricochet queried, glancing over at his companion.

Optronix gazed out at the stationary craft in the sky, and slowly shook his head. "I can't say. It may be unwanted company."

"Well, there's nothing we can do about it right now. We might soon have a bigger problem," the sharpshooter replied, diverting his attention back down towards the base of the communications tower. The first few drones had reached the foot of the building, and were now beginning to climb their way up. He quickly reached across to the control bank and deactivated the antenna, but to his dismay the drones continued unrelenting on their new, single-minded purpose to reach them. "It's not stopping them. Any ideas?" he asked.

Optronix crouched low to peer down at the ground, and then quietly sat back to lean against the antenna support. "We have done all we can. Once Prowl has secured the command post, he may be able to send help our way."

As more and more drones gained a foothold on the vertical beams around the base of the tower, pulling themselves up with a steady, depraved purpose, Ricochet tried to take his mind off the idea of their imminent demise at the hands of these aberrant, senseless creatures. "I sure hope so," he said at last, shaking his head, and then sat down beside Optronix as they both kept their optics on the activity near the command post in the distance, watching as the unfamiliar shuttle landed.

* * *

Astrotrain came down to land a short distance away from the Autobots, and was greeted by several weapons pointed in his direction. There was much commotion as cries of threats and warnings could clearly be heard. Jazz recognized Sentinel Prime's personal advisor in charge of the group of Autobots, but the Prime himself was nowhere to be seen.

"I'll talk to them first, see if I can't explain the situation to them," Jazz said to his unlikely company of Decepticons, and Astrotrain responded by opening his side hatch to let him out.

As soon as Jazz appeared at the opening, the Autobots fell quiet, watching him in puzzlement. Jazz ignored them and slowly walked over to Prowl, his limp obvious for all to see. Then he turned around to face the gathered Autobots, waving for them to put their weapons away. "They're not your enemy; they've come to help."

Prowl watched as Megatron and the other Decepticons exited Astrotrain, and slowly lowered his weapon. He was well aware of who Megatron was – Sentinel's former military advisor – but also of the Prime's distinct order to prohibit any Destron from entering Iacon; however, given the current emergency situation he decided to ignore Sentinel's decree – at least for the time being. He nodded to the other Autobots to follow Jazz's advice and lower their weapons as the Decepticons began to make their way towards him. Only Astrotrain remained where he was.

Megatron was the first to speak, looking out towards the communications tower where a number of Deluge's drones could be seen scaling the tall, slender building. "I see that you have managed to redirect the drones, but it will not be long before they return." Prowl acknowledged his assessment of the situation and followed his gaze. He could see the small figures of two Autobots stranded at the top of the tower.

"Optronix," Prowl said in realization, and then turned his attention to one of the senior ranking Autobots behind him, who had called out to him.

"The med bay's already at full capacity – we're not sure how many more are out there." It was Ironhide, a predominately red Autobot. Behind them, many Autobots were rushing to and fro as they proceeded to implement lock-down procedure to secure the post.

"Gripper was with me, but he's probably found his way back all right along with the other laggers. Didn't see anyone else out there," Jazz reported.

Ironhide took one look at Jazz and shook his head. "I think we have room for one more."

Jazz looked down at his injury and shrugged. "Heh. I'll be all right. Just got into a little scuffle with them things, is all," he said, indicating with a nod of his head in the direction of the drones.

Another Autobot took Jazz by the elbow and began to lead him inside the Command Center. "You're going to be all right because I'm going to make sure of it." He appeared to be a medical officer; he was predominately white in color and shared a similar robot design with Ironhide.

Once the two of them had disappeared inside the command post, Prowl glanced back towards the drones in the distance – more than half of them seemed to now be making their way back towards them, just as Megatron had predicted, while the remainder continued to relentlessly climb the tower. "We don't have much time. Let's get inside." He waved at all the Autobots, signalling for them to proceed inside the Command Center where they could escape from the advancing drones – a handful of them had already begun to reappear in the street behind them. "Alright, lock it down! Let's go, everybody! Come on, hurry!" Prowl shouted, sprinting towards the wide entrance of the command post.

The small group of Decepticons were now largely ignored by the Autobots, as they stood amidst the frantic rush of activity triggered by the advancing Nemesis Army. Unlike the Autobots, however, they were not restricted to travel by road and could make a quick escape if need be.

The commotion around them gradually began to subside as the Autobots took shelter inside the command post. Prowl was the last one still outside, and he looked over at the Decepticons, motioning for them to follow him. "It won't be safe out here."

Starscream watched the approaching drones and flinched at the sight of them – a frightening mass of barely sentient mechanoids. "Well?" he asked simply, turning to Megatron.

The Decepticon leader looked back at the triple changer behind them, still in shuttle mode. "Astrotrain, secure one of those drones for Shockwave and return to base."

As soon as the order was given, the purple and grey Decepticon lifted off the ground and hovered briefly in the air before circling around and changing direction, preparing to carry out Megatron's instructions. "No problem. One living specimen coming right up," he said, before shooting off towards the communications tower.

"Let's go," Megatron said to the remaining Decepticons, once Astrotrain had disappeared beyond the nearest structures, and strode towards the command post. The others followed after him and, once they were all inside, Prowl looked out one last time before sealing the doors closed; the sight of the mindless horde lurching ever closer towards them sending shivers down his linkage.


	3. Chapter 3

**Chapter 3**

"Piece of oil cake." Mirage's voice came over Kup's com link, letting him know that the bridge was now secure.

"Took you long enough," the Autobot Sergeant replied. "Take us in, Skyfire."

The large jet shot forward, but stayed on the ground. The bridge was not too far away; they could see it in the distance, along with the figure of Mirage, who was waving for them to approach.

As soon as Skyfire came to a stop, Kup jumped out of the half-opened canopy, with Guzzle following close behind. Then Skyfire transformed into his robot mode, his overall size diminishing until he stood slightly taller than the others.

Mirage beamed at them proudly. "Only long enough to take out the trash," he replied, indicating behind him with his thumb. "They never knew what hit them."

Kup surveyed the bridge in front of them, and spotted three fallen soldiers, their deactivated frames sprawled on the ground a short distance away from the side railing. They appeared to have fallen from a hidden platform on top of a precipice high above the bridge. Behind it, the rocky façade of the Darkmount fortress loomed ominously in the distance. "Good work, Mirage." Then he turned his attention to all three of them. "Let's get this done. Skyfire, I want you to wait here and keep watch. If anything goes wrong, you know what to do." Skyfire nodded in acknowledgement, though Kup could sense his reservation at having to stay behind. Still, it was a necessary precaution. "Mirage, Guzzle, let's go," Kup continued, and without another word began to lead the way towards the fortress.

* * *

Below them, the first drone had reached the top of the tower, growling and grunting with every move. Optronix aimed his blaster at its hands and fired. It lost its grip and fell crashing to the ground, taking with it other drones on its way down. Ricochet did the same, disabling two of the enemy with his blaster, but it was evident to both of them that if they did not find a way off the tower soon, they would become overwhelmed by the drones due to the large number of them; by now, much of the tower was covered with them as the monstrous creatures continued to relentlessly climb their way to the top. It seemed as though nothing could stop them.

Something approaching from the sky suddenly caught Ricochet's attention, and he looked up. "Hey, Optronix!" he said. "Look, it's that shuttle – it's coming this way." Ricochet aimed his precision rifle up at the purple and grey space craft, carefully tracking its movements.

His companion did not stop to look up; he was fully engaged with the task of keeping the drones at bay. "I need your help here!" Optronix shouted across at Ricochet over the din of the senseless gnarling and moaning coming from the enemy bots.

Ricochet glanced back down at the threatening menace and stepped back instinctively as one of the drones reached up to grab hold of his lower leg. He kicked its hand away and then briefly glanced back up at the shuttle one last time before switching his weapon again and firing at the drones once more.

* * *

Prowl and a small number of senior ranking Autobots had assembled inside the control room, whilst the rest of the Autobots busied themselves with helping to secure the Command Center, or lend a hand in the med bay. The Autobot cadets Hot Rod, Blaster and Magnus stood quietly nearby watching and listening, eager to help but unable to do anything without the proper authorisation. The Decepticons were also present, observing the goings on around them.

A sturdily built Autobot, watching several live feeds from monitors at one of the control stations, called out to Prowl. "The enemy drones are attempting to break through our force field."

Prowl walked over to stand behind him. Red lights on the terminal flashed unremittingly, reflecting the city-wide alert status. "Is it holding?"

"So far," the Autobot replied.

"Good. We need to find a way to–" Prowl continued, but was interrupted by the same Autobot.

"Prowl, take a look at this," he said, pointing. "They're all over the coms tower."

The acting second in charge focused his attention on the view screen, and his countenance visibly fell. "Damn it," he said in a low voice, straightening. "Keep me informed, Trailbreaker," he said, and then turned and walked back towards the assembled group.

Hot Rod, who had overheard the conversation, stepped forward. "That's Optronix out there! Let me go and help him – _please_!"

Prowl looked at the cadet in consternation. "No, it's too dangerous," he answered, and was happy to leave it at that, but the brash cadet was persistent.

"Sir, we can't just leave him out there to die! You've got to let us try," Hot Rod continued, speaking for his cadet companions who stood by him in silent support. The expressions on their faces couldn't hide their fear, but the innate bravery that came from their steadfast resolve to want to help their friend was also evident, even if it would put their own lives at risk. Whilst their courage and determination to save Optronix was unmistakeable, their naivety and lack of experience would only contribute to their failure if Prowl was to even consider Hot Rod's request.

"No. There's nothing we can do for him."

Prowl's sobering, matter-of-fact decision only caused Hot Rod to respond in anger. "You let them take Sentinel, and now you're just going to stand by and watch while they take Optronix, too?"

Blaster placed a hand on his shoulder, a friendly warning indicating for him to stop before he said anything more that he might later regret. "Hey, cool it. Listen – Prowl's right. We go out there now, we'll be minced bot."

Hot Rod's frustration subsided, and he cycled a deep intake of air. "There's got to be _something_ we can do to help him," he insisted, almost in quiet desperation as the view on the nearby monitor showed Optronix and his companion fighting for their lives atop the communications tower.

"There are far too many of them," Prowl explained of the Nemesis Army. "They appear to possess heightened strength, and the use of any energy weapons against them seems to only make them more resilient. We have exhausted all our options. This command post is one of the few secure places in Iacon; we may be safe here for a little while, but we are essentially stranded. To make matters worse, we don't know whether Sentinel is still alive, or what Straxus has in mind."

Hot Rod spoke up suddenly, rushing to the monitor at Trailbreaker's station. "Look!" he said, as all optics in the room turned to the screen. A Decepticon shuttle had appeared and was hovering just above the tower.

In the same instant, Megatron was alerted to his com link. "Megatron?"

* * *

The situation had become desperate. Even with their combined strength and determination, Optronix and Ricochet were fighting a losing battle. The drones were steadily gaining ground on them, and it was only a matter of astro-seconds now before the small platform where they stood back to back would be completely surmounted by the enemy.

In a last bid to save them, Ricochet shouted at the shuttle, which was hovering above them out of reach, and waved frantically at it. "Over here!" Help us! Help us!" He still had no idea whether the visitor was friend or foe; however, given their dire situation it was worth the risk. Time had run out.

* * *

"Megatron?"

Astrotrain watched as the two Autobots below desperately waved for him to come to their rescue. Due to the sheer number of drones surrounding and covering the tower, he wouldn't be able to land anywhere on or near it; his only option was to engage his tractor beam to pick up the two Autobots and transport them to safety. There was a good chance that one or more of the drones would be caught up in the tractor beam along with the two Autobots, given their close proximity.

"I'm at the transmission tower. There's a couple of Autobots here that need help. I'm going to try to pick them up."

Even before Megatron responded, he circled around the antenna once, positioning himself as best he could, and then activated his tractor beam as he opened his bottom hatch.

* * *

Trailbreaker adjusted the view on the monitor to get the best possible visual, as all the Autobots in the control room were captivated by the scene that was unfolding in front of their optics. The two Autobots on top of the communications tower were being lifted up towards the shuttle with a tractor beam.

"That is Astrotrain," Megatron confirmed. "He will transfer the two Autobots to a safe location."

Hot Rod looked at the Decepticon leader in surprise, and then back at the view screen. He could see a handful of the drones as they literally hurled themselves into the air from the top of the tower to try to reach the tractor beam whilst the two Autobots were being pulled up towards the open hatch. It appeared that three of the drones had been successful in their attempt, while the rest had missed their target, free falling until they'd hit the ground, smashing into several pieces upon impact. "Wow – they're kamikaze," he said.

Prowl turned to Megatron and spoke in a low voice, barely audible for the other Autobots to hear. "Thank you."

"We must find a way to stop the drones," the Decepticon leader replied, "before Straxus plunges this planet into ruin."

* * *

Ricochet was the first to safely make it inside Astrotrain. He leaned out through the open hatch, his blaster trained on the closest of the three drones beneath Optronix that had managed to jump within range of the tractor beam. Carefully aiming at the drone's head he fired a shot at it, ripping off half its face plate. However, it continued unperturbed, reaching up with its hands as it tried to grab a hold of Optronix's feet, its strength and anger magnified.

"Don't fire at them!" Optronix shouted up at him, and Ricochet pulled his blaster away in frustration. Optronix was pulled up through the open hatch to land safely on the floor of the shuttle, but the drones were not far behind him. "Close the hatch!" he called out to whoever was piloting the shuttle. Then he stood up and looked about inside the empty compartment.

Astrotrain responded promptly. "Stand clear, both of you," was all he said.

Ricochet looked at Optronix quizzically. "Huh?" But before his companion had time to answer, the first drone was drawn inside, landing just beside the hatch.

"Stand clear!" the voice spoke again, and this time Optronix grabbed Ricochet by the arm and pulled him away from the drone. The two of them watched as the hatch quickly closed shut, just in time to prevent a second drone from being pulled inside.

The first drone, sprawled on the floor, began to growl at the two of them as it slowly began to pick itself up – its mangled, shredded face-plate a horrific sight. But before either of them had any idea of what they should do, a circle of energy bars shot down around the drone, ceiling to floor, effectively trapping it inside a circular prison. It roared menacingly, and then grabbed hold of the bars in an attempt to force its way out, but it was no use. The bars held it in securely.

Ricochet sighed in relief, and then shook his head in bewilderment. "Look, whoever you are, we owe you a big one for saving our aft plates, but did you really have to bring one of those _things_ aboard?" he asked, looking towards the flight deck area.

"Don't mention it," Astrotrain answered, "and, yes – we need a live specimen."

"Uh… huh," Ricochet replied, not entirely certain that he wanted to know the shuttle's reasoning, but he decided not to press the issue.

"If you can truly call those things _live_ ," Optronix added, more to himself than anyone else.

After a few moments, Astrotrain spoke again. "I'll need to drop the two of you off somewhere."

The drone growled and moaned at them with renewed fervour, and it took them a strong will of effort to ignore it. "Uh, how about the Command Center?" Ricochet asked.

"No can do," the triple changer responded. "The place has been locked down. Those things are probably crawling all over it by now. You won't be able to get inside."

"Ah, damn," the sharpshooter responded, and leaned back against a wall.

Optronix looked at him. "How about the Academy? There's a secure bunker there we could use."

Ricochet nodded in contemplation, and headed to the flight deck. "So long as it hasn't already been overrun by those things… should be fine."

"Agreed," Optronix said, making his way past the drone after Ricochet and trying not to flinch as it opened its mouth at him, tracking him with its deranged stare. "Cybertron's Combat Training and Intelligence Academy is not far from here," he told the shuttle.

"Oh, you mean the War Academy? No problem," Astrotrain replied, and immediately adjusted his flight path for their new destination.

"Let's hope they don't follow us," Optronix said to his companion, concern evident in his tone.

"Yeah," Ricochet replied, "let's hope."


	4. Chapter 4

**Chapter 4**

Cheers of joy and relief rang out inside the control room as the Autobots watched Astrotrain lift Ricochet and Optronix clear of the communications tower, which was now completely swarming with drones.

"Whew, that was close," Skywarp, who had been watching the same scenario on the monitor with the other Decepticons, hinted to his trine mates.

"Yeah, kinda makes me happy to know I can fly," his blue and grey companion, Thundercracker, confessed.

Amidst the chatter in the control room, the Autobot called Ironhide pushed his way past the group of cadets to reach Prowl. "We've got a problem," he said, trying not to alarm the Autobots nearby with his tone of urgency. "Those _things_ are starting to break through the force field."

"What?" Prowl replied, disbelievingly. "How? Trailbreaker?"

"We're not sure, exactly," Ironhide said, concerned.

The Autobot stationed at the monitors double-checked the readout. "There's nothing – oh, wait a klik – just got something. There's a breach below the repository, near the med bay."

Prowl considered the situation for a moment. "They must have found a way in."

The Autobot chief architect, Grapple, offered his input. "They're scaling the dome, too," he said, looking towards the control room window. A handful of the drones were visible outside as they slowly but steadily made their way higher up the dome. The invisible force field of energy surrounding the outer shell was acting as a barrier so that the metallic covering could not be compromised by the drones. "Soon, it'll be completely covered."

"It shouldn't be a problem as long as the force field holds up," Prowl replied. "All right – go with Ironhide and check what's going on beneath the repository. Make sure it's secure."

The two Autobots wasted no time, and hurried out of the control room together. They would need to go down several levels to get to the access tunnel underneath the repository and find out exactly what was causing the perimeter breach.

As soon as they had left, Prowl turned his attention back to Megatron and the Decepticons. "How do you propose that we stop them?" he asked, in response to the Decepticon leader's earlier comment.

Starscream stepped forward, offering the Autobot his viewpoint. "The drones seem to all share the same mind."

"Yes… we have witnessed such behaviour for ourselves," Prowl said.

"If we can discover how they are being controlled, or who is sending them instructions…" Starscream continued.

"What's the bet it's that mad-mech genius Deluge?" Thundercracker said.

"More than likely, but if he's as much of a genius as he thinks he is, it won't be easy to break his control link," the Air Commander continued.

"Shockwave will have the opportunity to closely examine a live drone, and attempt to find an answer," Megatron informed the acting Autobot second in command.

"That's great, but what are we supposed to do in the meantime?" They all turned to see who had spoken; it was the red and orange Autobot cadet, who had been listening in on their conversation from Trailbreaker's station.

Prowl looked at him, and the small group of cadets who stood by him. "Your name is Hot Rod, correct?"

"Yes, sir," he replied.

"Go to the communications center. There must be other Autobots out there who are in the same situation as us, and who might be attempting to establish communications."

Hot Rod's countenance brightened, and he stood to attention. "Yes, sir!" he said, fully alert, unable to hide his excitation.

"Good," Prowl said, nodding towards the exit and sending him on his way, before turning to the other two cadets. "You two – go with him."

"Yes, sir," Blaster and Magnus replied in unison, and scooted out of the control room after their friend.

"Cadets – gotta love 'em, eh?" Thundercracker said as he watched them go.

Megatron paced towards the window and looked out. He could see drones surrounding the front of the Command Center en masse, while many others groped and fumbled over one another as they steadily climbed the domed structure. One of them stopped to look back through the window, its mouth agape and its optics crazed, and then began to bang its fist against the window with all its strength as it attempted to break through the transparent barrier. Its growls could not be heard from inside the control room, and the pounding of its fist was dampened by the force field – without it, the drone would have surely broken through. Contemplating their situation, Megatron turned to Prowl. "This encirclement tactic is only the beginning. Once Straxus is satisfied that your forces are suitably weakened and divided, he will strike without mercy."

Prowl realized that what Megatron had told him was true, both logically and instinctively. "Then we must prepare, in whatever way we can." However, with most of the Autobots fully occupied with the task of holding back the drones, he could not see how they would be able to defeat Straxus when he eventually did decide to launch his attack.

* * *

Kup stopped short at the sealed main doors to the fortress, and glanced up at the impossibly high arch. "We're never going to get in through this way," he said, shaking his head. "It looks impenetrable."

"What do you expect? It _is_ a fortress," Mirage replied.

"Yeah," Kup said dismissively, and waved the two of them onwards as he continued to follow the left hand passage around the side. "Lucky for us, I know of another way in. Come on."

The passage terminated at a dead end, with a couple of smaller doors on the right. Guzzle tried to open one of them, first looking for an access panel, and then pushing his weight against the door, but it wouldn't budge. "There's no way to open it!"

"That's because you don't know what you're doing," Kup said. "Watch."

Guzzle stepped aside, scepticism written on his face, and watched as Kup held up his signature weapon in one hand, and then calmly pressed the palm of his other hand against the door, holding it there. After several long kliks, the metallic door slid open, revealing a dark tunnel beyond. There was the sound of a weapon being charged up, and a mech suddenly stepped through the door, but Kup had anticipated him and fired his musket laser at the mech's chest. The guard let out a cry of surprise and then collapsed, as his systems were compromised by the corrosive bursts from the weapon. Kup checked for any more guards that might be waiting in the tunnel, and then lowered his weapon.

"How'd you know to do that?" Guzzle asked him in astonishment.

Kup gave him a disparaging look. "When you've gone on as many missions as I have, lad, you'll have learned everything you need to know." Then he stepped through the doorway and began to walk down the dark tunnel. "Let's go – the sooner we find what we're looking for, the better."

Mirage and Guzzle hurried to catch up to him. "Sir, do you know where the underground lab is located?" Mirage ventured to ask.

"Not a clue," Kup confessed, showing no obvious concern as he continued walking.

* * *

Optronix and Ricochet waited as the Decepticon shuttle landed quietly just in front of the main edifice of the War Academy, before stepping out of the side door. The area seemed desolate and devoid of life, but neither was there any sign of the drones; so for now, at least, it appeared to be safe. Astrotrain took off into the air again without saying a word, and headed out in the direction of Kaon as fast as he could go.

Optronix watched him until he was just a mere blip on the horizon, and then sprinted towards the main entrance of the Academy, Ricochet right alongside him. He reached out to open the hinged metallic doors, only to find that they were locked securely. Unlike standard Cybertronian architecture, many features of the War Academy's main building reflected an unusual, archaic yet aesthetically pleasing style that had been adopted from select alien worlds that were home to organic life-forms.

He stood outside, wondering what he should do or if, indeed, there was anyone inside to let them in, and was surprised and relieved after a minute to see the doors swing open and his guardian greet him, before quickly ushering them both inside. The magenta, white and violet robot pushed the doors closed again and locked them securely, then led the way down the majestic hall, moving with such quick-footedness that even Optronix found it difficult to keep pace with him.

"Alpha Trion…" Optronix began, eager to share with his guardian all he had experienced since he'd last spoken with him some several months ago.

"We will talk soon, Optronix," Alpha Trion said, as he led them towards an elevator platform and then down a few levels until finally they came to a stop in front of another pair of sealed doors. Unlike the front doors, these were Iaconian in design and had been built for security and strength. He opened them with a secure code and then beckoned the two of them to step through before sealing them closed again.

Looking around, Optronix was confronted by many of his class mates, as well as several civilians who resided in the local area; some of them he knew, many he did not.

"Hey, Op! Good to see you're all right. We were worried about you, you know," Swerve called out to him.

Optronix acknowledged the maroon and white cadet with a nod. "I am okay, thank you."

Tailgate, nervous about the missing class mates, interjected. "Have you seen Hot Rod and the others? Are they safe?"

Optronix hesitated. He really couldn't offer him a definitive answer, as much as he wished that he could. "I don't know, Tailgate…"

The Autobot cadets crowded around him, pressing him for answers; in particular, they wanted to know all about the drones and what was happening in Iacon.

"Is it safe to go out there yet?"

"Did you speak to Prime?"

"What did you find out in Polyhex?"

Optronix faltered; with so many questions coming at him all at once, he was beginning to feel a little overwhelmed. "Polyhex?"

"You were sent on a mission into Polyhex, weren't you?" Whirl explained.

"Oh. Yes…" Optronix glanced towards Alphia Trion, who stood waiting patiently by, his arms crossed. "Ah, excuse me for just a moment," he said, before turning his attention away from the gathered crowd.

"You're quite the popular one," his guardian said to him, amused yet altogether pleased. Alpha Trion was one of a minority of Cybertronians who had declined the option of integrating the ability of transformation into his systems when it first became available to their species a long time ago. In addition, his design was based on the likeness of organic life-forms who had once visited Cybertron; because of these characteristics, he was considered quaint by many.

"What are you doing here?" Optronix asked in response, his curiosity overshadowing the unwanted attention by the others.

Alpha Trion looked at him in earnest. "When I received the alert from Autobot Command, I thought I might find you here." He looked about the operations room, sweeping a hand around at all the gathered Autobots. "We have set up a temporary shelter."

Optronix glanced about the room. It was located underground, its walls and ceiling reinforced with an energy matrix that permeated the titanium alloy of its construction. A number of monitoring stations had been set up along one wall, as well as a communications post, all managed by several operators. Walking up to one of the stations, he saw a live feed of the front of the War Academy on one monitor, whilst views from different angles appeared on others. From what he could see, the Academy was free of the drones, at least for the time being.

"Do you require replenishment?" He heard Alpha Trion's voice behind him, and he turned to face his elder, who indicated towards an energon dispenser in one corner.

"No, thank you," Optronix replied. Doubt clouded his features, though it was so subtle that only his guardian could have seen it.

"Something troubles you," the elder said in a soft voice, not wanting to draw unnecessary attention upon the Autobot cadet. "What is it?"

Optronix kept his silence for several long moments, but then sighed. "I am concerned for Sentinel Prime." When he received a look of confusion, he explained further. "He was captured by the drones."

"Ah. Do not be too concerned, Optronix." Alpha Trion placed a comforting hand on his shoulder. "Sentinel Prime is a strong and proud warrior. He has lived through countless battles, let me tell you, and will survive to see many more."

It was Optronix's turn to look at Alpha Trion in confusion. "You knew him?"

"Eh." The robot elder shrugged, lifted his hand away from Optronix's shoulder and turned away. "Once upon a time, before he became Prime. He was much different back then. He probably would not remember me." Then he looked back at Optronix, renewed determination in his optics. "Until Autobot Command is able to come up with a way to defeat Straxus' unnatural creatures, it is best that we all remain here." Then he gave Optronix a final reassuring nod, before moving away to oversee things elsewhere.

As much as Optronix respected Alpha Trion and appreciated all that he had done for him ever since he had been brought into his care, he wanted to do more to help Sentinel Prime and save Iacon from the invading drone army.


	5. Chapter 5

**Chapter 5**

The labyrinth of tunnels beneath Darkmount felt eerie and oppressive with a heavy sense of foreboding that became ever more apparent to the small team of Autobots the deeper they went.

"This place is giving me the creeps," Mirage said after a time, breaking the awkward silence.

As they approached another turn, Kup held out a hand suddenly, and they all stopped, listening carefully. Faint footfalls could be heard in the distance; it sounded like a group of three, maybe four mechs. Then they seemed to stop, and a lone voice could be heard, though the words were muffled. More footsteps followed, and then quiet. Kup waved his team onward. "Come on."

As they moved down the tunnel, it started to become brighter and larger until they could see several closed doors leading into parts unknown on both sides. The only chamber that appeared to be accessible was at the very end of the hallway. Lights were on, though no sound emanated from inside; Kup continued to move ever closer, weapon at the ready, listening intently and fully on the alert. Finally, he motioned the other two to move into position, and then he quietly stepped through the entranceway and into the chamber.

It appeared to be a large, well furnished laboratory. Several tables and shelves stacked with tools and various devices filled much of the space, though it was the central bench that immediately caught his attention. He had to venture closer to confirm what he thought he was seeing. "Sentinel Prime… is that you?" Kup said, his voice barely above a whisper.

The large figure of the mech that lay strapped to the bench strained to see who had spoken. "Who is that? Well, don't just stand there – get me the slag off this bench!" he demanded.

"Well, I'll be," Kup said, stepping over several mech parts that had been discarded on the floor as he approached the prisoner. Mirage and Guzzle followed after him, and were equally surprised to see who had been captured by Straxus, of all mechs. "I never expected to find _you_ here," Kup continued. "How'd you get–"

"Never mind that!" the Prime barked at him, as Mirage and Guzzle worked to free him from the bench. Once he was freed, he stood up and brushed away any further help, still very much irate because of what had been done to him. If he was grateful at all for their timely rescue effort, he did not show it. "Those wretched imbeciles _dare_ lay a single hand upon me!" He began pacing the laboratory, opening drawers and throwing their contents across the room in a rage.

"Sir?" Kup spoke up above the din created by the Prime, watching him concernedly. "Sir, shouldn't we keep the noise down just a little?"

Sentinel stopped abruptly and turned to his Sergeant. "Help me find the Matrix," he said, ignoring his concern.

"The Matrix?"

"Yes! Yes! The Matrix – that deplorable Destron stole it from me!" he said, returning to his frantic search for the prized item.

Kup looked at his two companions. "You heard him," he said, gesturing, and began to look around the room for some sort of clue that might indicate to them that the Matrix of Leadership was hidden somewhere inside the laboratory.

"You know, it's probably not here," Mirage said, and then bent down to get a closer look at the small frame of a deactivated Autobot, whose spark chamber was missing. "What happened?" he said in shock, whispering the words.

Kup glanced down at the lifeless frame and shook his head sorrowfully. "Let him be. There's nothing we can do for him now."

Suddenly, several laser shots seared through the air behind them, narrowly missing Mirage. Kup reacted quickly, taking cover, while Mirage activated his invisibility.

"Watch out!" Kup shouted out, just as Guzzle took cover behind the central bench and fired back with a volley of energy bursts.

Sentinel, unperturbed by the sudden attack, brandished his sword and leaped over the bench, charging towards the open entranceway.

"Sentinel, no!" Kup tried to stop him, but it was pointless. The Autobot Prime, already angered by his recent experience, confronted the team of guards with impatience and brazenness; he dealt several strokes at the attackers with his double-edged blade, yet his weakened state caused him to succumb to their firepower within a few astro-seconds, and he collapsed to the floor. Guzzle continued his counter-attack, as Kup shot down one of the guards standing in the open doorway, before rushing forward and aiming at a second. He counted five Destrons in all; two of them had been neutralized, while a third seemed to be having trouble holding on to his weapon, which was suddenly yanked from his grip by an invisible hand and, as if with a mind of its own, turned against him and shot him in the chest. Another of the Destrons, witnessing the defeat of the others, began to run back down the hall, successfully making his escape as the Autobots managed to defeat the last Destron guard.

"One of them got away," Mirage said, as he reappeared in front of the others. "Do you want me to follow him?"

Kup pondered the situation momentarily, and then answered. "Nah, he's probably already informed the others. Help me get Sentinel to his feet." Mirage did as he was asked and Sentinel struggled to his feet.

"The Matrix… without it I am weak. You must get it back for me," Sentinel said, as the three of them helped him out of the laboratory, moving as quickly as possible.

"No time for that now," Kup said, taking charge of the situation. "They'll be back with reinforcements. Unless you want us all to die here, I suggest we leave immediately."

And before Sentinel could protest his decision, Kup and his team helped the Prime back through the dark labyrinth of tunnels and out the way they had come.

* * *

The Constructicons' large work space was relatively quiet; the only sounds were coming from Scrapper's terminal as he busily tested his latest sub-programs through a simulator. He was so absorbed in his work that he almost didn't notice the incoming alert on his com link. When it alerted him again, he sighed, stepped away from his terminal and glanced about. Realizing he was alone in the lab, he opened the channel.

"Scrapper? This is Astrotrain."

"Oh, yes. Go ahead," he replied.

"I've got a live drone. I'm going to need your help getting it into the lab for Shockwave."

His thoughts had been fully on his latest project, and he had to think for a moment on what the triple changer was talking about. "A live drone?" Then he remembered; he had been advised earlier by Soundwave to prepare for just this moment. "Oh! Of course… uh, I'll meet you outside the Tower."

"Okay. Great."

He closed the link and then hurriedly encrypted his work with a secure code before shutting down his terminal. It was probably an over-the-top precautionary measure, he knew, but the way he saw it he could not risk a non-Decepticon gaining access to his top secret project. If his data was compromised, it could result in disaster. Then he signalled to his team mates, requesting their help.

* * *

A short time later, the Constructicons were assembled just outside Kolkular's Central Tower, watching the sky as Astrotrain came in for his landing. Blitzwing and Soundwave were also with them, as was Shockwave, who had arranged for the additional help just in case the drone got out of hand. He did not want to risk even the smallest chance that it might escape and start attacking.

Astrotrain's side hatch opened as soon as he landed; he was obviously eager to release the drone from its energy prison as soon as he was given the go ahead. Scrapper guided the Constructicons into position, and they formed a semi-circle around Astrotrain, ready to capture the drone inside a net of energy so that they could immediately transfer it to Shockwave's laboratory. If all went well, they would not need the assistance of the other Decepticons standing by.

"Okay. You can release it, now," Scrapper called to the shuttle and, no sooner had he done so, than the energy bars that were holding the drone captive instantly retracted. The drone stood watching them all for a moment in confusion, as if dumbfounded by its new surroundings, but then it quickly roused to anger, staggering forwards until it was clear of Astrotrain, its arms outstretched in a desperate effort to grab hold of the first Decepticon it could reach. The triple changer quickly transformed into robot mode and backed away cautiously, taking care not to make any unnecessary sounds so as to avoid the drone's attention.

In a perfectly synchronised move, the Constructicons surrounded the drone, forming a complete circle around it. They activated their energy net between them and dropped it over the drone as soon as it was in position. The net shrank snugly around the mindless mech, securely capturing it. It struggled frantically within its net, its mangled face plate and twisted expression a haunting reminder of its deranged nature.

Shockwave observed the drone for a long moment, studying its behaviour and erratic movements until, satisfied, he turned to face the Constructicons, gave them a nod of approval.

"Let's get this thing inside," Scrapper told his team mates, and led the way into the Central Tower, the live subject securely in tow inside the net.

As the remaining Decepticons watched them go, Astrotrain walked up to stand beside Shockwave. "I hope you take good care of that thing." The purple Decepticon turned to observe him, his singular optic emitting a gentle glow that made Astrotrain think he may have been amused by his blithe remark. "I wouldn't want to pick up another, you know?" he clarified.

Shockwave kept the triple changer guessing for a few moments longer, before he finally replied. "Neither would I."

* * *

The moment Grapple and Ironhide stepped into the access tunnel, they knew that the point of entry from the outside had been compromised. Whilst they could not yet see the drones, they could clearly hear a well of dissonant sounds coming from the furthest end of the passageway; they would be forcing their way inside the repository within a matter of a few breems, if they were not stopped.

"Aw, Pits! We've got to stop them from getting any further," Ironhide said to his partner.

Grapple looked back up the tunnel, and glanced at the door that led up to the repository. "We can't let them reach our supplies. We're going to have to seal that door," he said, hurrying back the way they had come.

The two of them retraced their steps through the open doorway, which led to an elevator platform nearby. Grapple quickly activated the door seal, and then input a lockdown code so that only high ranking officers would be able to open it again.

"Think that'll be enough to hold them back?" Ironhide asked him.

Grapple shook his head, checking the construction of the metal door. "It might hold them back for a little while, but this door isn't reinforced. We'll have to reroute the containment field. Come on, we need to get to the nearest terminal," he replied, and the two of them headed toward the platform that would take them up to the repository.

* * *

Hot Rod, Blaster and Magnus crowded around the relay station in the communications center, shoving at each other to be the first to get to the equipment.

"Hey, back off! Prowl specifically sent _me_ here," Hot Rod told his companions, pushing them away with his hand.

"Aw, come on. He sent us, too," Blaster said, defending his right to be there. "Hey, maybe Sentinel Prime will contact us?" Hot Rod looked at him dubiously. "Or Optronix?" Blaster added.

"Do you know how to turn that thing on?" Magnus asked from behind him. "Let me try."

Hot Rod shook his head incredulously. "Of course I know how to turn the thing on," he said, examining the console, before adding in a low voice, "I think."

"Here, let me–"

" _No_!" the cadet insisted, blocking Magnus from accessing the control panel with his frame. "I know how to do this, okay?"

"Sometime this vorn would be good," Blaster baited him.

"Shut up." Hot Rod pressed a sequence of buttons and flicked a switch. "See? Nothing to it. Now, all we have to do is monitor the air waves until we pick up something."

As the three of them watched expectantly for any incoming communication to be picked up by the powerful receiver, Hot Rod leaned back in his seat and put his feet up on the console, then indicated some empty seats nearby. "You may as well take a seat and be comfortable."

After a few moments, the two of them sat down and they began to wait, hoping to hear from other Autobots in Iacon.


	6. Chapter 6

**Chapter 6**

Scrapper crossed his arms in satisfaction, his optics focused on the drone. It had been a simple enough task to transfer the monster from the net into a dedicated force field inside the lab, though the feat could not have been accomplished without the help of every member of his team. The drone was violent, not to mention irrational and very unpredictable in its behaviour. "Well, I'll be in the next room if you need me again," he said to Shockwave, who had already begun studying the creature.

"Thank you," the guardian replied simply, and with that Scrapper left the purple Decepticon to contend with his live specimen; other than Mixmaster and Scavenger, the other Constructicons soon followed him out.

The two of them remained where they were, mesmerized by the specimen as they stared at it in fascination. Shockwave did not mind them being there, and seemed almost unaware of them as he went about his work. They continued to watch as Shockwave scanned, probed and analysed the abomination with a calm indifference that the two Constructicons found equally as fascinating.

Scavenger tentatively inched closer to the captive drone until he stood only a few feet away from it, his curiosity too great for him to resist. "I've never seen anything like it before. I mean, is it even alive?" he asked finally, glancing over at Shockwave.

After several moments, the large Decepticon answered him, though he did not pause from his work. "That is something that I hope to determine."

Scavenger continued to examine the drone for several moments longer. "Aren't you–" Then he recoiled suddenly in fright, as the drone turned its attention towards him in a sudden display of rage, snapping its head around and roaring loudly before bashing its face repeatedly against the energy field. Even though it posed no real danger, the drone's mere presence was, nevertheless, unnerving. "Ah, don't you find it a little creepy… having to work so closely to it all by yourself?" he said, once he'd regained his composure.

Mixmaster chuckled, walking closer to stand beside his friend. "Perhaps, perhaps we should stay and help him?"

Shockwave glanced up at the two of them briefly, considering his response. "If the two of you would like to offer your assistance, I will not have to be alone with it," he said, his tone rather casual.

"Oh… oh, okay. Sure," Scavenger replied, a little uncertainly.

Mixmaster could not help but find the situation quite amusing; he was almost certain that Shockwave had meant for his remark to be humorous. "Heh, that's – that's a great idea."

* * *

Deluge did not stop running until he stumbled into the sealed door that led into his secure storage room, fumbling to input the encryption code on the wall panel. He rushed forwards into the ante-chamber as the sliding door slowly retracted, before making his way to the center terminal without stopping to reseal the door. He input a control sequence on the terminal and waited with trepidation as a hidden compartment beneath the console extended outward.

The scientist reached down to grab the item from the compartment space, and hugged it close to his chest.

While Sentinel himself was expendable, the very thing that made him a Prime was not.

* * *

Blaster watched Hot Rod play idly with the control panel, and shook his head. "I swear, soon as I graduate _I'm_ going to be running this place."

Hot Rod smirked. "Oh, yeah?"

"Yeah. And you know what else?"

The red and orange cadet leaned back in his seat to look over at the cassette-bot expectantly. "What?"

"I'm never going to let you in here. _Ever,_ " Blaster emphasized.

Hot Rod laughed amicably; it was just his kind of puerile charm and overconfidence that had made him instantly popular amongst his fellow cadets. "Whatever you say, Blastbox."

"Hey–"

Before Blaster could get any more riled on Hot Rod's account, the relay station indicated an urgent incoming signal. Hot Rod sat up, swinging his body around quickly, his attention now on the control panel in front of him. "Uh… hello? This is Iacon Command. Go ahead." He paused uncertainly for a moment, as Magnus extended a finger towards a switch on the console. Hot Rod pushed the offending finger away in annoyance, and flicked the switch himself.

"Iacon Command, this is Skyfire. We have Sentinel Prime. He requires urgent medical attention. Requesting clearance status," the voice came over the com.

Hot Rod looked back at his two friends in alarm. "Did you hear that? They have Sentinel Prime!"

"Uh, hello? This is Skyfire. Requesting urgent clearance status," the voice said again.

"Oops–" Hot Rod leaned over the console. "Uh, yeah, hello, this is Hot Rod." He paused, trying to recall the basic communication protocols he'd learned at the Academy. "Please stand by for clearance status," he said, and then turned to Magnus. "We need Prowl in here."

"I'll go," Magnus said, nodding curtly, before getting up from his seat and rushing out of the communications center in search of the second in charge.

"I hope Sentinel's all right," Blaster said, breaking the awkward silence that had been left behind as a result of the unexpected news.

"I'm sure he'll be fine," Hot Rod replied, although he sounded a little hesitant.

The two of them sat in silence, and hoped that whoever was currently in charge would soon find a way to defeat the drone army that was threatening their city-state. Then, after a breem, Magnus returned with Prowl.

Hot Rod quickly stood up from his chair to offer his seat, but Prowl remained standing. He spoke over the com link as all three cadets watched and listened in anticipation.

"This is Prowl. Clearance denied. I repeat, clearance is denied. You are advised to seek alternative shelter immediately."

There was a long pause before the response from Skyfire came through. "Sir, Sentinel is insisting."

"Please inform Sentinel that we simply have no other option but to deny all access to the Command Center, without exception. We are under lockdown, and must maintain our defenses. To attempt to do otherwise will compromise the safety of the entire–"

Prowl was cut off by a second voice over the com link. It was Sentinel Prime's; he sounded unusually distressed. "Prowl, listen to me. I am ordering you to allow us entry. Do you understand?"

The awkward silence that followed among those who were gathered around the relay station was unmistakeable. "Sir–"

"Do you _understand_?" Sentinel repeated, now impatient.

Prowl sighed inwardly. He was only trying to do what was best for all, though Sentinel was pushing him into a very difficult position. If he denied his superior entry into the Command Complex, he would most certainly have to face the consequences of having disobeyed a direct order from a Prime – a serious breach of conduct that, in most cases, meant certain dismissal from Autobot Command. If he gave in to Sentinel's demand, however, the lives of everyone within the Command Center would be put further at risk; and, as a consequence, so would the lives of those who inhabited the outer regions of Central Iacon and beyond. The Command Center was only one of the few military outposts on Cybertron that was properly equipped to deal with the kind of threat presented by Straxus' drone army, and Prowl knew that it would be senseless to risk handing it over to the enemy.

Hot Rod's optics widened in anticipation of Prowl's response, as Blaster and Magnus remained absolutely still, relieved that they were not the ones who would have to make such a difficult decision. Then, to everyone's surprise, Hot Rod slammed a hand down upon the console, pressing down on the buttons, and the communication link was instantly severed. He quickly turned to face Prowl, his mouth agape. "I… the… link went dead," he managed to say after several tense moments, the expression on his face very much like that of a mech who had just been caught red-handed stealing top secret information. "I, uh… would you like me to, uh… re-establish the com?"

Prowl, of course, was well aware of the cadet's spontaneous ploy, and would have reprimanded him had his stunt not been done for the sole purpose of helping him to make his decision easier. "No, that will not be necessary. Keep the channels open," he replied simply, before making his way back out of the communications center. Before he left, he turned back to Hot Rod one last time. "It is a good thing that you are a cadet, or I would have had to make a note of your misdeed," he said, though it wasn't without a smile and a nod in his direction.

Once the three cadets were alone again, Blaster looked at Hot Rod in astonishment. "You're one crazy son-of-a-glitch, you know that?"

Hot Rod offered him a relieved, self-satisfied smile. "Hey it worked, didn't it?"

* * *

The best Mixmaster and Scavenger could do was stand by and watch as Shockwave subjected the drone to all manner of stimuli, now largely immobilized and connected up to some monitoring equipment. It had taken the three of them several minutes to securely position the drone, given its violent and erratic behaviour, and eventually they had to use a circuit dampener to subdue it, though it appeared to be partially resistant to the technology.

"Well – well?" Mixmaster finally asked, unable to contain his curiosity any longer. "What have you found?"

The purple Decepticon glanced at the two Constructicons, and then stopped what he was doing. He seemed slightly hesitant to answer the question, though it was probably due to the nature of his findings than any other reason. "It seems that whoever was responsible for this _creature_ has gone to great lengths to ensure that its condition is completely irreversible. It must be destroyed." Shockwave walked around the containment pod that held the specimen in place with energy restraints, and stood beside Mixmaster. "I am unable to locate a power control module."

"You mean, you can't shut it down?" a voice said from behind them, near the entrance to the lab. It was Scrapper. He walked in to join the three of them, his gaze fixed upon the restrained drone. Its head strained to move from side to side as it emitted a low, continuous whine.

"Not easily," Shockwave replied. "Its energon converter appears to be completely non-functional, and its control systems are operating without its personality program. The drone is powered by a highly damaging, yet self-replicating form of energon – one that cannot be stored or processed through a standard converter."

"That's – that's crazy," Mixmaster commented. "That's just insane. Who would even think of doing something like that?"

"Well, there's only one kind of energon I can think of that comes close to that description," Scrapper continued, pausing momentarily to consider the unpleasant and downright dangerous implications of what Shockwave had discovered. "Ore-13".

"Ore-13?" Scavenger repeated incredulously. "But I thought the last of the deposits were destroyed eons ago."

Shockwave nodded solemnly. "As did I. However, it appears that Ore-13 not only still exists, but it exists in plentiful supply."

There was a pause as each of them thought of the ramifications of an entire army powered by the relatively rare and elusive Ore-13. "It would never need refuelling," Mixmaster surmised, "and it would explain its enhanced strength, plus how it's able to absorb energy from weapons."

"Exactly. They're all inherent properties of Ore-13," Scrapper said.

"Straxus must have gotten his hands on the stuff, but how?" Scavenger said.

"He must have access to an off-world supply," Shockwave responded, "as no such deposits exist on Cybertron."

"Off-world? Do you know of any place where Ore-13 can be acquired?" Scrapper asked, curious. "Shockwave?"

The three of them looked to him expectantly for a response, and Shockwave seemed to sigh, his head tilting slightly downwards. "I had heard that there exists a supply network operating out of Garrus-1, but could not confirm such a report…" he began, and then trailed off.

"Garrus-1," Scrapper repeated, glancing at his team mates. "That's not too far from Cybertron. Straxus must have made a connection."

"That's possible, very possible," Mixmaster added.

"Do you think… do you think that's where he's been getting a large number of the drones from as well?" Scavenger suggested, after a pause.

It took a few astro-seconds for Scrapper to comprehend what his friend had just said. "These were prisoners," Scrapper paced slowly towards the drone, realizing with revulsion that what Scavenger had suggested might very well be right. Garrus-1 was a maximum security prison that had the capacity to hold hundreds of thousands of condemned mechs from several neighbouring star systems, including Cybertron. If Straxus had, indeed, sourced living mechs for his drone army from amongst the inmates at Garrus-1, whether they had been recruited voluntarily or not those mechs were no longer alive, but only offered the mere semblance of being alive. Such inmates would have been condemned to serve Straxus in the only manner that would provide the war lord with ultimate pleasure: the gift of their complete sacrifice – to serve him in death.


	7. Chapter 7

**Chapter 7**

"You allowed Sentinel Prime to _escape_?!" The war lord went into a rage, as Deluge did his best not to flinch. "Tell me why I shouldn't slice off your head for such gross incompetence?"

Deluge saw his Lord's glaive sweep towards him at incredible speed, and instinctively held an arm up to cover his face in a feeble attempt to stop the blade from being buried into his neck. Luckily for him, it stopped short a mere micro inches from his chin. "My Lord, Sentinel Prime is… not worthy of your greatness. He is nothing without this," he explained, holding up the Autobot Matrix of Leadership that he gripped tightly in one hand. Straxus wavered, looking the prized item over with critical optics, and Deluge felt it safe to continue speaking. " _This_ … this is far, far more valuable than any pathetic Autobot, my Lord – as you are very much aware. In fact, I have successfully reprogrammed it to suit our cause."

Straxus took a step back to reconsider his strategy. "And my army?"

"The Nemesis Army is flawless. It has performed beyond expectation – in fact, I am delighted to report that Iacon and the Autobots are now ripe for the taking," the chief scientist replied, relieved that the glaive no longer threatened him.

The tyrant nodded in approval, and paced towards his small team of guards and soldiers, who stood by awaiting his instructions. "Excellent. It pleases me greatly to hear such news, Deluge. You may have redeemed yourself."

"Yes, my Lord."

There was a tense moment of silence as Straxus prepared to convey his next orders to his team of subordinates. "Seizer, gather our forces. Together, we will attack Iacon's military post and then seize the city-state!" Then he turned his attention to his chief scientist. "And you, Deluge, will find their wretched leader, as soon as we arrive in Iacon."

The Destron called Seizer responded with a cruel half-smile. "The Autobots are cannon fodder," he replied. He was a heavy-set mechanoid who sported the official colors of Autobot Command – which he had probably selected to mock the enemy faction.

"If any resist us, they shall be crushed," Straxus continued. "We depart within the hour. Grindcore, make the necessary preparations. Before this day has ended, our enemies shall be grovelling at my feet, and I will show them no mercy!" he roared, lifting his glaive in a show of might as his declaration was met with cheers and shouts of support.

* * *

The striking figure of Skyfire's large jet alt mode circled three times above Iacon's Command Center before finally reversing its trajectory back towards the outer suburbs.

"I'm going to need a place to land," he said, as he surveyed the ground below, searching for drone free areas. "Prowl's right – the Command Center isn't safe."

"Does anyone have any ideas?" Kup said, looking around at Guzzle and Mirage, but they did not seem to have any answers.

Sentinel had spoken very little since he had been rescued by Kup's team, and after being denied access to Iacon's main center of operations by Prowl, he seemed more withdrawn and wearied, as if he were an ancient model who would soon resign himself to the scrap heap. Indeed, the absence of the Matrix of Leadership probably played a significant part in his general state of weakness just as much as the injuries he'd recently received at Darkmount.

"Sentinel?"

Sentinel, who was seated, looked back at Kup with a defeated expression, but then he exhaled slowly in resignation. Kup was one of his most trusted soldiers. "Try the Academy," he said at last.

"The Academy – of course. I seem to recall a secure shelter being part of its infrastructure," Mirage commented, as he leaned against the interior wall of the jet.

"That place sure brings back memories of our heyday," Skyfire replied, altering his trajectory to an eastward direction.

"Our heyday? Speak for yourself, Skyfire," Mirage replied.

The Autobot jet chuckled. "It looks safe. I'm taking us down," Skyfire informed them, and began a slow descent as he approached their destination.

It wasn't long before they landed inside the Academy's vast grounds. After the small group alighted, Skyfire transformed to robot mode. Then Sentinel, helped by Guzzle, began to walk towards the main building, as the others followed behind.

In the distance, they could see the majestic, arch doors begin to swing open as they approached, and stopped momentarily to see who might greet them. It soon became clear; a diverse group of Autobots had gathered here to seek safety from the threat of Straxus' indomitable army. Some had momentarily left their shelter to come out and meet them.

One of the Autobots, who appeared to be the leader, spoke. "Greetings, Sentinel Prime. We have energon and can assist you with repairs. Please," he said, indicating back towards the building, "it is not safe to be out here."

As he spoke, a group of cadets crowded around the new arrivals, focusing their attention on Sentinel. They were shocked to see him in his current condition, though were relieved to see that he still lived. He was, after all, not only their teacher but the Prime Commander of the entire Autobot army.

"What happened to you?" one of the cadets, Crosscut, asked him. "Sir?"

Kup gave him a friendly slap on the back. "Let's just get him inside and fixed up first, eh? Then, you can ask him as many questions as you like."

As words of greeting and encouragement began to die down between the two groups of Autobots, they all began to make their way back inside.

For the most part, Sentinel ignored most of the attention that he was receiving from his cadets, though he did stop to ask after Optronix.

"Ah, Optronix… yes, he is safe, and is waiting to see you," the magenta and violet robot informed him.

Inside the bunker, Optronix had watched on the monitor as a large Autobot jet descended in front of the War Academy's main building, and then had been relieved to see that Sentinel Prime was amongst the crew. Then, as a select number of Autobots and cadets left the shelter to greet them, he had opted to remain inside the bunker with the remainder.

He'd busied himself with assisting in monitoring the stations, watching as two Autobots showed him how to work the controls. Then, when they had left with the others to greet the latest arrivals, he had taken over their post.

Upon learning that Sentinel Prime was safe, albeit looking more than a little worse for wear, he decided to contact the Command Center in order to give those stationed there an update of latest events. Moving to the communications console, he selected the proper channel and established a link.

"Yeah, this is Iacon Command."

Optronix was surprised to hear the familiar voice of his class mate, and momentarily lost his train of thought. "Hot Rod?"

"Uh, yeah? Optronix, is that you?" Lively background chatter followed as Hot Rod informed his friends. "Oh, hey! We were watching you on the monitors – you came so close to getting your aft scrapped."

"I beg your pardon?" he said, before realizing what Hot Rod must have been talking about. "Listen, Hot Rod, Sentinel is safe. He has just arrived at the Academy."

A pause, and then another voice came over the com. It was Blaster's. "Hey, Op! That's great. We'll let Prowler know."

"Thank you. What is the status of the drones?"

Blaster let out an indicative exhalation. "They're swarming all over this place, but so far it looks like we're keeping them out."

Optronix had hoped to hear more positive news, but did not let his disappointment show. "Understood. Let me know as soon as anything changes."

"Okay. Sure."

As the doors of the bunker slid open, he cut the link and made his way across the room to greet the newcomers. In particular, he was alarmed to see Sentinel in such a sorry state; far from being the strong, proud warrior that Optronix had come to admire over the course of his stay at the Academy, he appeared to be an image of the complete opposite. "Sentinel…"

"He requires immediate repairs," Alpha Trion informed him, as he directed Kup and Guzzle to help the Prime to an emergency medical berth in one corner of the room. "I should be able to perform most of them myself."

Sentinel barely acknowledged Optronix, but his star pupil was persistent. "Sentinel, what have they done to you?"

Optronix held his gaze on Sentinel, as the predominantly red-colored Prime was helped onto the berth by Alpha Trion and Kup.

It wasn't until almost a minute had gone by that he finally gave him an answer. "Optronix… I have failed you, and the rest of the Autobots. Please, go… and let me be."

Not something that Optronix wanted to hear, especially from Sentinel, he shook his head in disappointment and knelt by his side. "No…"

"I said _let me be_!" Sentinel repeated, almost seething.

But Optronix would not be deterred so easily. He stood up and studied the Prime for a good while before he spoke again. "Tell me what happened to you," he demanded stubbornly.

Sentinel glanced up at him and, realizing the cadet would not back down until he received an answer, he decided that he had nothing more to lose in telling him. If nothing else, it might offer Optronix a good reason to leave him alone. "I no longer carry the Matrix," he said in a lowered voice.

"What?" was all Optronix could think to say. "How?"

"It has been taken from me." Sentinel paused, and Optronix sensed the utter defeat, the utter humiliation that this once proud warrior was feeling. "Are you happy now? I am no longer a Prime."

For the first time in quite a while, Optronix was speechless. How could such a thing have happened? The Autobot Matrix of Leadership – indeed, the very core of a Prime's being and probably the most sacred artefact known to their kind – had been stolen. It was almost incredible.

"I only wish to be left alone." These words were the last that Sentinel spoke, before Alpha Trion gently guided him to lie down on the berth in preparation for the repairs that he urgently needed.

* * *

It had been simple enough to reroute the force field and reposition it closer to the repository. Taking this action meant that a number of outer access points had to be forfeited to the drone army; however, given the immediate threat presented by the invading force, Grapple had been left with little choice. If he had not reconfigured the force field, the drones would have forced their way into the Command Center via open access through the repository, though there was no guarantee that they would not be able to find a way around it even now, as they had already done.

As Grapple and Ironhide passed through the med bay on their way back to the control room, the emergency warning system was initiated throughout the entire command post, an ominous sign that something had gone wrong – code red.

Suddenly, the entire place was thrown into chaos as Autobots frantically rushed to and fro in an attempt to get to their stations. Shouts rang out all around as attempts were made to organize all available personnel into various task forces.

"Hey, what's going on?" Ironhide shouted down the hallway, pushing his way past several lower ranking Autobots on his way back up to the control room. However, his demands for an explanation were largely ignored amidst the commotion and mayhem that had been set off by the alarm. Finally reaching the control room, the state of confusion amongst the Autobots there was no different. "What's happening?" he managed to call out over the ensuing clamor, as the alarm's beacons rotated and flashed incessantly.

Finally, Twin Twist, who was close by, answered him. "They've breached the force field - it's not holding!" he called out before rushing out of the control room. "If we stay here, we're finished! We need to get everybody out!"

Like many promising Autobot officers who had graduated from the Academy only a few years earlier, it wasn't until this current crisis that Ironhide felt his aptitude for military service was really put to the test. Though he'd climbed quickly up the ranks, nothing at the Academy could have ever prepared him for anything like this.

"What?" Ironhide stood there momentarily dumbfounded. It felt as though time had stood still, as if he was all of a sudden watching the entire scene unfold before his optics, yet he was not a part of it. He had to forcibly remind himself that he needed to stay strong, now more than ever, because he knew that that was the only way he would be able to help save lives.


	8. Chapter 8

**Chapter 8**

The reaction of each Autobot amidst the chaos that had been prompted by the emergency warning system at the Iacon Command Center varied according to their level of experience and expertise. Most of the senior officers kept their wits about them as they attempted to organize the lower ranks into some kind of working order; however, due to the amount of panic and confusion that dominated the less experienced among them, this proved to be a difficult task.

There was an escalation in panic as drones found their way into the med bay, and then down along the hallways as they began to swarm the ground floor of the center. It was no use firing at them with blasters or slowing them down with explosives, as more drones would simply replace those that had not been made stronger by the weapons fire. Everywhere, Autobots tried desperately to distance themselves from the invading army while helping as many as they could to escape the sudden onslaught, though with their superior strength and vast numbers the drones were all but unstoppable. Sealed doors seemed to be no barrier for them, neither were bulkheads, as they lay to waste anything and everything that blocked their path. There was no way to fight them, and no way to hold them back.

Hot Rod and his two class mates found themselves stranded inside the communications center, which was situated on the top level of the command post adjacent to the control room and was, as yet, still free of drones. They watched in alarm as Autobots all about them rushed down to the lower levels, valiantly doing whatever they could to help hold off the sudden invasion, though their best efforts could only buy them a little more time.

"Primus help us. What are we gonna do?" Blaster said in shock, as Hot Rod looked back at his friends with wide optics.

"Oh, scrap!" the red and orange cadet replied, cursing. "Come on, Hot Rod – think, _think_!" he said sotto voce, turning back to the communications console as he tried to maintain self-control.

Magnus reached a hand out to him, rested it on his shoulder. "Try calling the Academy – let them know what's going on!"

"Right, right!" Hot Rod leaped into action, frantically operating the console and hoping that it still functioned. "Come on, come on…"

After a tentative few astro-seconds, he re-established contact with the War Academy. "Hello? Optronix? Come on… anyone?"

"We hear you, Iacon Command," said a voice. It was not Optronix. "Go ahead."

"The drones have broken through – we're under attack!" Hot Rod blurted out. "Please, do something!"

"Please try to remain calm. We'll try to send help…" the voice answered uncertainly, trailing off. Several moments went by before the other end spoke again. "Hello, Hot Rod?" It was Optronix. "Listen, we're going to send over a team to help get you out of there. Try to hold on until then."

Hot Rod nodded his head in acknowledgement, and exhaled forcefully. "Okay. Okay."

And with that, the connection was disconnected.

* * *

As the emergency warning system continued to alert the command post, the small team of Decepticons were soon forgotten, left to their own devices as the Autobots around them sprang into action to deal with the dire situation in whatever manner they could.

Unlike the vast majority of Autobots, most Decepticons possessed efficient flight capabilities, which would be a distinct and important advantage against the drones.

"I sure hope Shockwave can come up with some way to stop these drones real soon," Thundercracker said above the ensuing commotion, as he peered out of the control room window at the drones that were still hanging onto the structure just outside. The control room was being evacuated by the Autobots, including Prowl, as they sought to concentrate all their mech power to the lower levels to fend off the incoming army. "Until then, what can we do to help?" he said, turning to Megatron.

"We can't relocate every Autobot – there's way too many of them and too few of us," Skywarp reasoned. "Plus, it looks like time's run out already."

"Perhaps we may be able to distract the drones, enough to allow the Autobots time to escape," Megatron replied. "What might immediately draw their attention?"

Thinking quickly, Starscream looked at his trine mates in earnest. "I have an idea."

* * *

Prowl ran out of the control room to join the mechs in the hallway, shouting out orders here and there as he went. Heading to the elevator platform that would take him down several levels, he tried to keep up with the frenzy of reports and calls for assistance that he found himself being bombarded with from Autobots all around him.

He reasoned that the most vulnerable area, and hence the area that would need the most protection against a direct invasion, was the med bay; not only was it one of the first places to have been attacked by the drones, but there were recovering or semi-functional mechs there unable to properly defend themselves who would need help.

Prowl made his way directly to the ground level as fast as he could go, pushing past several Autobots as he went. Upon arriving at the med bay, he was immediately faced with a scene that he wished he would never have to witness again. The same, mostly white-colored medical officer, who had shown Jazz inside the center earlier, now lay on the ground struggling against two drones that had overpowered him and were in the process of violently tearing and clawing at his outer armor. Other drones were wreaking a similar amount of havoc as they terrorized the med bay attendants, causing damage to tables and equipment as they went, while the patients that were able to move threw themselves off their berths in their attempts to get away from the non-living mechanical monsters.

Jazz, still weakened from his previous encounter, reached out to grab one of the drones that was attacking the medical officer, yelling out to Prowl as he entered the med bay. "Need some help over here!"

Prowl rushed over to assist, and together they managed to tear the drone off the mech, which allowed him to quickly scramble out from under the second drone. Prowl ran to him, helped to drag him away to safety.

"Ah, thanks. I'll be okay," the Autobot said, struggling to stand up. He had sustained obvious injuries to his head and torso. "Help get the patients to safety," he said to Prowl, still disoriented from his encounter.

"We're doing everything we can," Prowl answered, and then went to the aide of other mechs, doing whatever he could to fight off the drones, but it was fast becoming obvious to him that they were losing the battle. He knelt down beside a fallen Autobot nearby, examining him, and was disheartened to realize that he had been deactivated. "Dammit."

Across the room, Prowl watched four drones converging on another victim as Jazz also looked on, distraught and unable to do anything to stop them. Several screams for help suddenly rang out around the room and from the hallway outside, and as he looked around he suddenly felt overwhelmed, and he froze, as if his main processor was experiencing a sudden system failure. His visual processor seemed to malfunction as moving images flashed before his optics, and he held his head in his hands, trying desperately to refocus his thoughts and steady himself. As he did so, he heard a sudden loud boom, like the sound of thunder directly overhead, and he began to wonder whether his audio receptors had not malfunctioned as well.

But Prowl was not the only mech to have heard the boom and loud rumbling; every single mech in the Command Center who was still functional had heard it, too. It was followed by what could only have been the sound of several low flying jets streaking past outside, so low in the sky that it seemed as though the command post would be hit and collapse under the impact. But the surprise air show did not end then. The sound of several cluster bombs and torpedoes hitting the ground all around suddenly shook the very foundation of the building – yet, incredibly, it remained intact. Then, the sonic boom from the first jet came again, accompanied by the sound of other jets low in the sky, and then more torpedoes.

The pattern of this air strike seemed to repeat itself over and over, and Jazz, realizing that the continual volley of bombs was not, in actual fact, targeting the command post itself but the drones outside, understood what was happening. The shockwaves caused by the bombardment were actually slowing the drones down as they momentarily stopped their attack to wildly look about for the cause of the loud disturbances, growling and twisting their heads around at unnatural angles.

Jazz took the opportunity, and pushed his way past mechs and debris through the med bay. As the drones around him stood in a daze, wondering after the air show outside, Jazz called out to every mech within audio range. "Everybody out, _now_!" He grabbed Prowl by the arm and forced him back to his feet.

"What's… what's going on?" the second in command asked in confusion.

"It's the Decepticons," Jazz explained, "They're clearing the area for us. We've got to get everybody out while the drones are distracted!"

It took Prowl a few seconds to register what Jazz had just told him, but then he sprang into action, taking charge once more, and the two of them began evacuating as many Autobots as they could.

* * *

Word of Shockwave's discovery spread quickly around the Decepticon base, and soon his laboratory was crowded.

"The bad news is that the Ore-13 that is running the drones is giving them their strength and stamina, and rendering most forms of weapons fire ineffective against them," Scrapper explained to the newcomers.

"Is there good news?" Thrust, the dark teal and red jet-former called out.

"That's certainly the high-grade question," the Constructicon leader replied. "From what I've heard, the more a mech relies on the stuff as their source of power, the more unstable their logic processors become, until they eventually go insane."

"But the drones don't have any logic," Blast Off pointed out.

"That's true, which is why Deluge infused his drones with it – he doesn't want them to be able to think. He wants them to accept and carry out orders blindly," Hook explained.

"That's correct, and it's one of the reasons why the Ore-13 doesn't affect them in the same way that it would living mechanoids like us," Scrapper added. "Deluge is controlling them remotely somehow, but he's limited to giving them simple instructions. The drones won't understand complex commands."

"What do you mean, living mechanoids? What's the other reason?" Blackjack, the Stunticon leader, asked.

Scrapper looked around at the gathered Decepticons. "Well, the other reason is because they're dead." A hush fell over them as they contemplated this information, their optics focused on the drone in the center of the laboratory.

"Dead? But how?" Swindle broke the awkward silence, intrigued.

Scrapper glanced towards Shockwave. The purple Decepticon looked around the crowded room at the many optics that were waiting expectantly for an answer to Swindle's question, and began to share with them what he knew. "Under normal circumstances, this would not be possible," he said, indicating toward the drone. "All mechanistic life forms require two things in order to be recognized as living. One is a suitable source of energy, the other… is consciousness. Even drones, which possess the most basic level of sentience, require consciousness to operate their basic functions; it is what sets us apart from mere machines. It is our sparks that grant us consciousness." He paused then, watching the drone's animalistic reaction to their presence. "Deluge removed the original spark and personality circuit from each of his victims and drained them of energon, terminating them. Then, he infused the lifeless forms with the Ore-13, which he has managed to somehow imbue with a partial spark. This has created a form of energon that is partially self-aware, and may even possess enough intelligence required to regulate its effects upon the circuits of its host in a manner that closely resembles self-preservation – effectively preventing the drone's systems from burning out. It might also explain the drones' ability to act as a single entity, demonstrating the characteristics of a hive mind… and, thereby, may be controlled as such."

"That's… that's not even possible, is it?" Bombshell questioned, sickened by the very idea of such a scientific accomplishment.

"I didn't believe it, either, until now," Scrapper replied.

Rumble asked the crucial question. "But, how do we stop them? They sound impossible to beat."

Once again, Scrapper answered. "And you'd be right, except for the weakest link in their chain: Deluge himself. Control him, and you control the drones."


	9. Chapter 9

**Chapter 9**

To be gifted with the ability to tear through the air at incredible velocities and then let loose a succession of well aimed torpedoes upon a ground target was not something that Thundercracker got to do very often, though the feeling he derived from it was undeniably exhilarating.

He, along with Starscream, Skywarp and Dirge, concentrated their efforts in a group formation, circling around and then diving in to streak past overhead, mere mechano-meters above the top of the dome of Iacon's command post. Their bombs targeted and hit clusters of drones on the ground, the resulting shrapnel from blown up mech parts flung far and wide as smoke and sparks filled the air. Damage to nearby infrastructure could not be avoided, though the seekers did their best to keep their strafing attack focused on the scattering drones.

"Let's hit them again," Starscream said to his team, and they acknowledged instantly by following his lead, regrouping and falling into formation behind him once more. His idea was having the desired effect; many drones had been permanently deactivated by their sudden aerial assault, whilst the rest had become distracted from their single-minded goal of attacking the command post. There were still far too many of them for the team of four to handle alone, however, and they could only keep up their aerial strike for a little while longer before they would run low on energy.

As the first of the Autobots began to flee from the command post to the first safe place they could find, the Decepticon seekers continued their assault on the drones, driving them away from the immediate area and helping to clear a path for the escaping Autobots.

When Starscream was satisfied with their efforts, he circled back around to land, transforming into robot mode. He met up with Astrotrain and Megatron on the ground, and the other three jets soon followed suit. "Well, we've done all we can. It's up to Shockwave and the others now," he informed them, as he watched the last few Autobots desert the command post to join the group of fleeing survivors. They had found shelter inside an empty storage bay several blocks away, where they would be relatively safe for a short while – at least until the drone army regrouped and started to seek them out once more, relentlessly pursuing them down every street and around every corner until no place would be left unexplored.

"We can't keep running like this," Ironhide said as he ran from the command post towards the Decepticons. The drones that had not been hit by the aerial attack staggered around amongst the debris of their terminated relatives and demolished infrastructure in a daze. "We've got nowhere else to go."

Jazz, who had overheard, tried to offer him hope, but even he was finding it difficult to focus on a positive outcome. Still, he knew that if they lost hope now, all would be lost. "Hey, we'll find a way out of this mess, you'll see."

* * *

Straxus led his armada into Iaconian air space, accompanied by a small contingent of troops on the ground. The sight of the aftermath that had been left behind by his Nemesis Army and its assault upon the Command Center was a pleasure for the war lord to behold, as his fleet followed the trail of ruin that began from the Iacon border and ran all the way into the central part of the city-state.

Though the number of his loyal followers was relatively small, particularly in comparison to the Autobot army, the victory that his Nemesis Army had achieved in overpowering his enemy on their home turf had provided him with the confidence that he needed to conquer the Autobot regime once and for all and take Iacon for himself. It was something that he had dreamed of accomplishing his entire existence and now, thanks to the efforts of Deluge and the drones, his dream was about to become a reality.

He transformed from his blue and white space craft mode into robot mode as he landed in front of Iacon's command post, and took a moment to take in the surrounds. Deluge stood by him, as did his higher ranking officers, including Seizer.

A large number of non-functional drones lay strewn all about; they appeared to have been blown apart with heavy fire power, limbs and heads dislocated from their bodies, still writhing and jerking in a depraved manner where they lay. Straxus largely ignored them, unperturbed. They were expendable creatures and of no value to him, particularly when there were still many more functional drones to replace the ones that had been destroyed. "Grindcore, secure this outpost, and bring to me all Autobot prisoners that you can find!" he ordered, pointing to the command post.

Grindcore and several troops rushed into the structure through the damaged front entrance, as Deluge sent out a signal to the Nemesis Army to cease their activity and stand by. As expected, there were no functioning Autobots visible outside the command post; those who had survived the massacre would have fled, or would be hiding somewhere inside.

As the troops stormed the building, checking every possible room and hiding place for Autobots who were still intact, whether online or not, a small group of survivors were retrieved and dragged outside under force. Most of them did not struggle or put up a fight as the Destron invaders forced them to their knees, or dumped their motionless forms in front of Straxus. They had sustained too many injuries during their struggle against the drones and had not been able to escape. Only three of them appeared to be unharmed; they had been found huddled inside the communications center by the Destron soldiers and had been dragged outside to stand before the war lord, kicking and protesting as they went.

"It is done, my Lord," Grindcore reported, after the command post had been ransacked from top to bottom.

The tyrant growled menacingly, kicking at a deactivated Autobot in a show of dominance. "Where are the rest of them?" he said, surveying his newly acquired prisoners, who had been presented before him at gunpoint, before he set his sights on the red and orange Autobot. "Where are your Prime and the other Autobots?" he demanded of him.

"Slag off," was the response that came back, and Straxus wielded his glaive, positioning it threateningly against his victim's neck.

"Seizer, Clench: round up the rest of the Autobot cowards – they could not have gone far," he called out. As his two subordinates organized their teams into search parties, he continued his interrogation. "Tell me where the rest of your miserable kind are hiding, or I shall enjoy severing your head from your body and forcing you to watch as I throw you into my smelting pools, piece by piece," Straxus said.

"You'll never get away with this!" the foolhardy Autobot replied with a scowl upon his face as he allowed his anger the freedom of expression.

Straxus laughed mockingly at him. Then, without warning, he swung his blade in a wide arc, taking it behind his back and then swinging it forwards, throwing and releasing the deadly weapon from his hand. He did this with such force and speed that even the Destrons standing nearby felt the need to take a step back and shield their faces with their arms for fear that they might be struck by the weapon.

The glaive was propelled through the air until it hit the Autobot standing right behind Hot Rod. The blade buried itself deep inside his chest, and the Autobot bent forwards, his face contorted in shock as energon spurted from his wound and pooled on the ground.

"Magnus, _no_!" Hot Rod moved to grab his stricken class mate before he collapsed, and he was quickly helped by Blaster. Neither of them noticed Straxus watching them, enjoying their pain and anguish.

Then the war lord stepped forwards, grabbed the handle of his glaive and pulled it out of the Autobot's chest.

The light from Magnus' optics dimmed, and he slumped in his friend's arms. "No… what have you done? Magnus…" Hot Rod uttered weakly, as he gently lay him down on the ground. He passed a hand over the gaping hole that had been left in Magnus' chest, staring in shock at the large amount of fluid that leaked from the wound.

Straxus ignored his turmoil, and was about to gloat when laser blasts suddenly hit him from behind, and he spun around to see who had attacked. It was a small team of Autobot warriors, spread out in many different directions, one of them attacking from the air. They were shooting at him and his army in an attempt to stop his takeover of Iacon and free the prisoners, but they would be no match against his might. Turning and charging towards his adversaries, he bellowed to his group of Destrons to follow him. " _Attack!_ "

Deluge, who was not an efficient warrior, ran for cover as the two opposing sides fought it out on the ground and in the air. He could not allow himself to be captured or killed by the Autobots; after all, he was in possession of their Matrix, a precious artefact that he would undoubtedly use to Straxus' advantage as soon as he found it a suitable host.

He watched a dogfight as the lone Autobot jet battled against three Destron counterparts in the sky above, but then was soon shot down. On the ground, firepower and grenades were exchanged, though the Autobots were outnumbered. If they did not surrender soon, they would succumb to the might of Straxus' army and suffer a devastating defeat.

"Let them go, Straxus!" he heard a voice call out. It was one of the Autobots, in a foolish show of bravery. And then, just as he had expected, the same Autobot was shot down by a soldier from one of Straxus' returning search parties, led by Clench, as they quickly surrounded the rebels and closed in on their position.

The battle was over almost as quickly as it had begun. Clench's team rounded up the new prisoners and brought them before Straxus.

Hot Rod tried to push his way past the guards, but was roughly shoved back down again. "Optronix… Optronix!" he managed to call out, recognizing the recently captured Autobot who had taken a hit.

But it was no use. Even if Prowl and the Autobots who had managed to escape the command center were able to rescue them and defeat Straxus' soldiers in battle, they would have no chance as long as the enemy had the Nemesis Army at their disposal.

It wasn't long after this latest defeat that Hot Rod finally came to the bitter realization that the Autobots had lost Iacon.

* * *

"Straxus's party is already here," Starscream informed the Autobot refugees who were gathered inside the empty storage bay. He had just returned from a brief survey of the area after several Destron jets were spotted circling overhead. "And it looks like they're scouring the place for Autobots."

The one called Ironhide stepped forward, speaking for his kind. "Well, what about those creepy drones?"

"I didn't see any heading this way. It looks like you're safe, for now," the Decepticon Air Commander told him.

Ironhide clenched his fists, his temper surfacing. "How can you tell us we're safe? We've got friends still out there! We've got to go and help them before they all get their chassis ripped apart by Straxus and his party of Destron scum!"

"Hey, take it easy," Thundercracker rebuked him. "No one was suggesting–"

But Ironhide's anger at the entire situation was not easily allayed; if anything, it grew worse. "If it wasn't for the likes of _you_ , we wouldn't be in this mess right now."

"What do you mean, if it wasn't for the likes of _us_?" Dirge questioned him, not too happy with what the Autobot may have implied by his statement.

Ironhide was quick to elucidate. "Well, you're all Destrons, too, just like they are!" he said, pointing to the sky outside where Straxus' search party had last been seen. "The truth is there's never been a place for your kind in Iacon, and there never will be."

This time, Starscream spoke up against the Autobot's misplaced wrath. "How dare you suggest that we are anything like the other Destrons, you ungrateful Autobot!"

Before the situation could get out of hand, Jazz stepped between them, though his reproach was directed at Ironhide. "Hey, now – we can't afford to start a war with these guys when we've got a much bigger problem to deal with right now. Our afts would have been scrap metal if it weren't for their help," Jazz said, indicating towards the Decepticon seekers with a thumb. His intervention had the desired effect, and Ironhide took a step back in an effort to keep his anger and frustration in check. "And, besides, they're _Decepticons_ , not Destrons," the smaller black and white Autobot told him.

"Eh, _Decepti_ -con, Destron – it's all the same to me," Ironhide replied under his breath, as he turned and walked back to join the other Autobots, though his comment fell within Jazz's audio receptor range.

Jazz gave up trying to convince him otherwise and instead turned to address the small group of Decepticons. "Sorry about that. We're all angry about what's happening. I'm sure he didn't mean any of what he said," Jazz explained, making sure that Ironhide could overhear.

Then the sounds of battle erupted in the distance, reminding them all of the stark reality of their situation: the existence of a common foe that they had yet to conquer, if they did not want to be conquered themselves.


	10. Chapter 10

**Chapter 10**

"I have an incoming communication from Shockwave," Megatron informed his small team of Decepticons.

"Ah, good. Let's hear what he has to say," Starscream replied, hoping that the Decepticon astrophysicist would be able to provide them with a way of defeating the Nemesis Army.

Shockwave's voice came through on Megatron's personal com, loud enough for everyone to hear. "Megatron, I have completed my analysis of the specimen."

"What have you learned?" the Decepticon leader asked him.

"To put it simply, the drones possess a very basic level of sentience. They are only capable of assimilating and carrying out basic instructions, which they are receiving remotely." There was a pause, and then Shockwave continued speaking. "The only way to stop them is to find the mech that is controlling them. Once he has been neutralized, the drones can then be easily destroyed."

"Hm. Just as we thought," Starscream responded. "What are the odds that our mech is Deluge?"

"That is a highly likely presumption, Starscream," Shockwave answered him.

The distant sounds of battle had now ceased, and there was silence as the gathered Autobots and Decepticons listened for further activity. There was none.

"I can send a team into Polyhex in search of Deluge," Shockwave offered, but Megatron stopped him from saying anything further.

"That won't be necessary. Deluge is most likely in Iacon as we speak," the Decepticon leader informed him. "Shockwave, I want you to send all available Decepticons immediately to Iacon. Straxus is here, and the time has come to put an end to his tyranny."

There was a slight pause on the other end of the communication, but then Shockwave confirmed the orders. "Understood, Megatron. We will join you in less than five hundred astro-seconds," he said, before the link was cut.

Megatron looked at his fellow Decepticons, and spoke loudly enough for all the Autobots to hear him as well. "It is time for us to gather our combined forces and wage war against Straxus."

Many of the Autobots present took heed of his words, and their weary faces began to fill with a sliver of hope.

Prowl nodded his approval, glad for the chance to be able to fight back. "We have nothing left to lose," he said.

* * *

Straxus watched with satisfaction as the latest group of captured Autobots were herded together with the survivors from the command post. Amongst the newly captured were Optronix, Ricochet, Kup, Guzzle, Skids, Pipes, and Sureshot. The rest of their group, including the cadets, were still safe in the bunker with Alpha Trion, who had opted to keep watch over Sentinel Prime as the Autobot leader recovered from his injuries.

The captured crew had set out for Iacon, intending to help with the relocation of Autobots from the compromised command post in response to Hot Rod's call for assistance, and had not expected to find Straxus there. They had put up a fight as best they could, but had been easily overpowered by his army.

"We've got to warn Alpha Trion and the others, somehow," Kup whispered to Guzzle and Ricochet, making sure that Straxus wouldn't overhear him.

The war lord continued to keep an optic on his prisoners, as he waited for Seizer and his team to return with more helpless victims. He would not stop until the entire Autobot army had been captured. Once this had been accomplished, the rest of the population would bow down at his feet with minimal resistance.

"Deluge!" he called out suddenly.

His chief scientist answered him immediately, having returned to his leader's side after the brief battle against the Autobot warriors. "Yes, my Lord?"

"Where is Sentinel Prime?" Straxus demanded. "Is he here?"

"I do not believe so," Deluge replied, looking over the captured Autobots. "He is yet to be found."

Straxus grunted, and began pacing. The Autobot prisoners had fallen quiet upon the mention of Sentinel Prime, and their full attention was now on the Destron war lord, who turned back to face Deluge. "He must be found and smelted down."

"Yes, my Lord," the scientist acknowledged, but Straxus had not finished speaking.

"Do you have the Autobot Matrix of Leadership?"

"Yes, my Lord. I have it right here," Deluge said, and retrieved the precious object that he had been carrying from inside a compartment beneath his chest panel.

"Excellent." Straxus paused as murmurings of surprise and confusion rose up among the prisoners. "You shall select a new leader for my Nemesis Army…" he began, as Deluge looked at his leader quizzically. Straxus swept an arm over the captured Autobots in front of them. "From among these prisoners."

Deluge nodded in approval. "It shall be my pleasure," he said, and studied the unwilling candidates with a careful optic, looking each one over. He would require a strong, able-bodied mechanoid to replace Sentinel Prime's role. After a minute of deliberation, Deluge finally settled upon his new leader of choice. "He'll do," he said, pointing to a blue, robust looking Autobot.

As the guards moved to grab him and bring him to Deluge, Hot Rod, still distraught by the cruel execution of his friend Magnus, placed himself in front of Pipes. "Leave him alone!"

But the guards only sneered at the brash cadet, and grabbed him instead. "I think this one's volunteering," one of them said.

Soon, the clamor of protest arose from the other Autobots, and Straxus swung his battle axe around threateningly.

"Silence!" he bellowed. Then he looked at the Autobots as a hunter would his prey. "If any of you wishes to step forward willingly and bow before me, then I shall spare the lives of these two," he said, indicating towards Pipes and Hot Rod, who had been forced to their knees before the war lord. When not a single Autobot spoke up, he raised his glaive, intent on executing the two prisoners.

* * *

There existed few Destrons who could claim to be as cruel and calculating as Seizer. It was his cold-blooded consideration for both his enemies and allies alike that had appealed to Straxus' particular brand of cruelty and mercilessness, and which had earned him a place amongst the tyrant's top ranking officers. Even still, he was not averse to shooting Straxus in the back should the opportunity to take control present itself.

He derived much pleasure in crushing hapless victims under the heavy wheels of his drilling machine alt mode. In addition to his violent and murderous tendencies, Seizer was well known for his selfishness and hedonism, and often enjoyed watching Straxus deal with his victims at the smelting pools.

Making his way down the streets of Iacon in his heavy alt mode, he was accompanied by several Destrons both on the ground and in the air. As with Clench, he had been given a search party to track down and capture any Autobot who had fled from the Destron takeover of Iacon's Command Center.

The area looked deserted, though he sensed many civilians huddled in their homes, afraid to venture outside for fear of being torn to shreds by the Nemesis Army or shot down by Straxus' soldiers. But it wasn't the civilians that he was interested in right now; he was specifically after the surviving officers of the Autobot's military outpost. "Come out, come out, wherever you are…" he teased, rolling along the empty streets while searching for any sign of life.

He was about to turn back when he detected several life signs near an abandoned storage facility. He came to a stop and then transformed into his robot mode, listening carefully before ordering his team to join him.

"I smell a nest of turbo-rats," he told them, pointing them to the building that had indicated the life signs. "Let's flush them out," he said, a twisted sneer appearing on his face.

Then he powered up his blaster and, accompanied by his party of Destron soldiers, stormed the storage bay.

* * *

"Not one of you is brave enough to take up my generous offer? Very well, then it shall please me to offer these two pathetic fools my gift of death!"

Just as Straxus was about to swing down his blade upon the heads of the two prisoners, one of the other Autobots stepped forward. "Wait – please, do not harm them."

Hot Rod turned to look behind him, and was horrified to see who had come forward. He tried to get up, but was roughly pushed back down to his knees. "Optronix, no!"

But the sturdily built Autobot cadet ignored the sudden pleas for him to reconsider his current suicidal course of action.

"No, don't do it, lad," he heard Kup call out to him.

"Optronix!" came Blaster's voice.

But he ignored them all. In his mind, if he had to sacrifice himself in order to save the lives of his friends, then he saw no other option but to do so. "I accept your offer, Straxus, if you will promise not to harm them," he said finally, as he stood before the war lord.

Straxus nodded with approval. "Seize him!" he told his guards, and Optronix found himself being grabbed by the arms. "Deluge! Take this one."

The Destron guards forced him to stand before Deluge, who looked at his victim with a critical optic for a few moments, sizing him up. Then, satisfied, he stepped closer to Optronix. "Not my first choice, but no matter." Then, without warning, he forced open Optronix's front panel and pushed the Matrix into his chest. It fit neatly into place. "Do not be afraid, Autobot. It is your destiny to lead my great Army." Then he stepped back and informed the guards, "You may release him now."

The guards did as Deluge had directed, and at first it appeared as though nothing had changed.

"Optronix! Optronix, are you all right?" Hot Rod called out to him, and Optronix slowly turned around to face his fellow Autobots.

"I'm… I feel fine…" Optronix began, all optics now fixed upon him. But then he doubled over, holding his chest, and stumbled forwards in pain. He dropped to his knees, one hand flat on the ground to try and steady himself. "Ahhhh!" He began to cry out in agony, as he struggled against the adverse effects that suddenly overwhelmed him, brought on by the Matrix that Deluge had placed inside him.

As the helpless Autobots watched Optronix's sudden, agonizing transformation, Deluge simply looked on in utter delight, and now held a control module in his hands as he monitored his new subject. The experimental procedure seemed to be working just as he had envisioned.

There appeared a pinkish glow that had come upon Optronix's frame, which made it difficult to see his expression or his physical condition. Optronix's torture felt to him like it went on forever, but in reality it only lasted a few minutes. For many of the Autobots present, but especially his fellow class mates, it was the most difficult thing that they would ever have to witness. Not one of them dared speak or move as they stared, unable to help him, yet unable to turn away until finally, after what seemed like an eternity of torment, Optronix's struggling suddenly stopped. Then, gradually, the pink mist-like haze began to dissipate and he became visible once more.

He remained as he was, bent low to the ground, unmoving.

"Optronix?" Hot Rod called out again, though his voice was weak, uncertain.

Then he began to slowly stand up to his full height. To everyone's surprise, he was now much larger than he was before. The colors that had adorned his outer armour were no longer the familiar blue, red and white, but had been replaced by black, purple and grey, and his robot mode had been modified to resemble that of a much larger version of his heavy vehicle alt mode. His optics, which had been a bright blue, now glowed red. He had the semblance of a typical Destron.

Deluge chuckled to himself. He stepped forwards and proclaimed with pride his latest creation, as the Autobots looked on in utter abhorrence at what the scientist had done to Optronix. "Behold, Nemesis Prime!"

* * * End of _The Nemesis Army_ Part 2 * * *


End file.
